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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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AUGUST 19, 1998
(DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED))
GULFSTREAM AEROSPACE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-8461 13-3554834
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation or Number)
organization)
P.O. BOX 2206
500 GULFSTREAM ROAD
SAVANNAH, GEORGIA 31402-2206
(Address of principal executive
offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (912) 965-3000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 19, 1998, pursuant to an Agreement of Purchase and Sale (the
"Purchase Agreement"), dated as of July 23, 1998, by and between Gulfstream
Aerospace Corporation, a Delaware corporation ("Gulfstream") and
Kimberly-Clark Corporation, a Delaware corporation ("Kimberly-Clark"),
Gulfstream, through Gulfstream Delaware Corporation, a Delaware corporation
and wholly-owned subsidiary of Gulfstream ("Gulfstream Delaware"),
completed the acquisition of all of the issued and outstanding capital
stock of K-C Aviation Inc., a Delaware Corporation ("KCA"), from
Kimberly-Clark for an aggregate purchase price of $250,000,000 in cash. At
its three facilities in Dallas, Texas; Appleton, Wisconsin; and Westfield,
Massachusetts, KCA provides a range of services for corporate jet aircraft
including completions, refurbishment and maintenance. Gulfstream intends to
use KCA property to continue providing such services.
The purchase price was determined by arm's length negotiations between
Gulfstream and Kimberly-Clark and the cash used for the acquisition of KCA
was obtained primarily from Gulfstream's existing cash balances and, due to
the timing of the closing of the transaction, also from the revolving
credit facility under the Credit Agreement (the "Credit Agreement"), dated
as of October 16, 1996, among Gulfstream Delaware, the several lenders from
time to time parties thereto and The Chase Manhattan Bank, a New York
banking corporation, as administrative agent (a copy of the Credit
Agreement has been previously filed as Exhibit 10.1 to Gulfstream's
Quarterly Report on Form 10-Q dated November 15, 1996.) The purchase price
is subject to adjustment based on KCA's closing book value determined as of
August 19, 1998.
The Purchase Agreement has been previously filed as Exhibit 2.1 to
Gulfstream's Quarterly Report on Form 10-Q dated July 24, 1998, and is
hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) EXHIBITS.
99.1 Text of Press Release, dated August 19, 1998, issued by
Gulfstream.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
Dated: August 26, 1998.
GULFSTREAM AEROSPACE CORPORATION
By: /s/ Chris A. Davis
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Name: Chris A. Davis
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Description
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99.1 Text of Press Release, dated August 19,
1998, issued by Gulfstream.
EXHIBIT 99.1
FOR IMMEDIATE RELEASE CONTACT: Tricia Bergeron
- --------------------- Gulfstream Corporate Communications
912/965-3700
GULFSTREAM AEROSPACE COMPLETES ACQUISITION OF
K-C AVIATION FROM KIMBERLY-CLARK
ACQUISITION SUPPORTS COMPANY'S GROWTH STRATEGY
IS EXPECTED TO BE ACCRETIVE TO EPS IN FIRST FULL YEAR
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SAVANNAH, GA, AUGUST 19, 1998 - Gulfstream Aerospace Corporation
(NYSE:GAC) today completed its previously announced acquisition of K-C
Aviation, a leading provider of business aviation services. Gulfstream
acquired K-C Aviation for $250 million in cash from the Kimberly-Clark
Corporation. The acquisition is a key part of Gulfstream's growth strategy
and will allow the Company to accelerate its aircraft completions business,
diversify and grow its aircraft maintenance and parts business, and
strongly establish the Gulfstream name in the aircraft engine service
market. The acquisition is expected to be accretive to Gulfstream's
earnings per share in the first year of operation.
"With a reputation as 'best in class' and a highly skilled and
talented workforce, K-C Aviation is an excellent match to support
Gulfstream's growth," said Jim Johnson, president and chief operating
officer, Gulfstream Aerospace Corporation. "We expect to fully utilize the
company's expertise in all of its business areas - most notably, custom
aircraft interiors, aircraft maintenance service and parts and engine and
APU service."
The newly acquired company will immediately move forward under the
Gulfstream Aerospace name. In addition to gaining 1,200 employees widely
recognized as the best in business aviation today, Gulfstream acquires
state-of-the-art facilities in Texas, Wisconsin, and Massachusetts. The
Texas and Wisconsin locations offer large well-equipped hangars suitable
for both completions and maintenance work as well as paint and stripping
facilities. The Massachusetts location offers aircraft service and interior
refurbishment capabilities. These three locations complement Gulfstream's
existing facilities in Georgia, California, Oklahoma and Mexico, giving the
Company a presence in all regions of the United States. The result is
increased convenience and response capability for customers worldwide.
Gulfstream plans to use the additional capacity and workforce to
accelerate its completions business in order to match the strong demand for
its products - the Gulfstream IV-SP and Gulfstream V jet aircraft. In 1999,
the Company expects to produce 64 aircraft, more than twice the aircraft
produced in 1996. In addition, Gulfstream will continue to provide
maintenance service and interior refurbishment for a variety of aircraft
models, including Challengers, Falcons, Hawkers and Citations. Gulfstream
also intends to continue to grow the well-established engine and APU
(auxiliary power unit) business.
"The employees of K-C Aviation are thrilled to become part of the
world's leader in business aviation," said John Rahilly, former president,
K-C Aviation. "Our teams share a legacy of excellence and a strong
commitment to quality and customer satisfaction. Together we will support
Gulfstream's continued growth and leadership well into the future." In the
new organization, Rahilly will be vice president and general manager,
responsible for the Dallas and Appleton facilities and he will report to
Jim Johnson, president and chief operating officer, Gulfstream Aerospace
Corporation.
In business for 30 years, K-C Aviation was the largest independent
completion center for business aircraft in North America, with annual
revenues of approximately $200 million. For the past five years, K-C
Aviation was named "Best Completion Center" by Professional Pilot magazine.
In addition to custom aircraft interiors, K-C Aviation was the second
largest engine service center in the United States and also offered
maintenance services, spares, APU (Auxiliary Power Unit) service, avionics
retrofit, non-destructive testing and component overhaul.
Gulfstream Aerospace Corporation is the leading designer, developer,
manufacturer and marketer of the world's most technologically advanced
intercontinental business jet aircraft. The Company has produced more than
1,000 aircraft for customers around the world since 1958. Gulfstream offers
a range of aircraft products and services to meet the aviation needs of its
customers, including the Gulfstream IV-SP(R), the ultra-long range
Gulfstream V(R), Gulfstream Shares(R), Gulfstream Financial Services,
Gulfstream Pre-Owned Aircraft Sales, Gulfstream Charter Services(SM),
Gulfstream Management Services(SM) and Gulfstream ServiceCare(SM). In 1997,
Gulfstream reported revenues of $1.9 billion. The company employs
approximately 7,300 people at eight locations.
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This press release includes forward-looking statements, including
statements regarding future earnings and production of Gulfstream and
the impact of the acquisition of K-C Aviation, Inc. These forward-looking
statements are subject to risks and uncertainties. Actual results might
differ materially from those projected in the forward-looking statements.
Additional information concerning factors that could cause actual results
to materially differ from those in the forward-looking statements is
contained in the Company's Securities and Exchange Commission filings.
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